Attached files

As filed with the Securities and Exchange Commission
on September 8, 2011
Registration No. 333-175483
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment 1 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NYC MODA INC.
(Exact name of registrant as specified in its charter)
Nevada 5600 99-0364975
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
547 N Yale Avenue
Villa Park IL 60181
(347)690-0196
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________________
Ilona Svinta
547 N Yale Avenue
Villa Park IL 60181
(347)690-0196
(Address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
Copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, CO 80122
Phone 303-850-7637
Fax 303-482-2731
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box: [x]
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant
to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant
to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFER PRICE FEE
Common Stock(1)(2) 4,000,000 $ .02 $80,000 $9.29
--------- ------- -----
Total 4,000,000 $80,000 $9.29
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(a) and (o) of the Securities Act.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
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Preliminary Prospectus Dated September 8, 2011 Subject to
Completion
NYC MODA INC.
Up to a Maximum of 4,000,000 Common Shares
At $0.02 per Common Share
This is the initial offering of common stock of NYC Moda and no public
market currently exists for the securities being offered.
We are offering for sale up to a maximum of 4,000,000 common shares at
a fixed price of $.02 per common share. There is no minimum number of
common shares that must be sold by us for the offering to proceed, and
we will retain the proceeds from the sale of any of the offered common
shares.
There is no minimum amount of shares that we must sell in our direct
offering, and therefore no minimum amount of proceeds will be raised.
No arrangements have been made to place funds into escrow or any
similar account. Ilona Svita, an officer and director of NYC Moda,
intends to sell the common shares directly. No commission or other
compensation related to the sale of the common shares will be paid to
Mrs. Svinta. The intended methods of communication include, without
limitations, telephone, and personal contact.
NYC Moda is a development stage company and currently has limited
operations. Any investment in the shares offered herein involves a
high degree of risk. You should only purchase common shares if you can
afford a loss of your investment. Our independent registered public
accountant has issued an audit opinion which includes a statement
expressing substantial doubt as to our ability to continue as a going
concern.
Per Share Total
--------- --------
Price to public $ .02 $ 80,000
Proceeds, before expenses --------- --------
to NYC Moda Inc. $ .02 $ 80,000
There is no market for our securities. Our common stock is presently
not traded on any market or securities exchange and we have not applied
for listing or quotation on any public market.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 6 IN THIS
PROSPECTUS.
Neither the SEC nor any state securities commission has approved or
disapproved of these common shares or determined that this prospectus
is accurate or complete. Any representation to the contrary is a
criminal offense.
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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
The offering shall terminate on the earlier of:
(i) the date when the sale of all 4,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination of
the board of directors.
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TABLE OF CONTENTS
Page
----
Prospectus Summary 6
Risk Factors 8
Forward Looking Statements 14
Source and Use of Proceeds 15
Determination of Offering Price 16
Dilution 16
Management's Discussion and Analysis of Financial
Condition and Results of Operations 17
Description of Business 23
Directors, Executive Officers, Promoters and Control Persons 28
Certain Relationships and Related Transactions 30
Security Ownership of Certain Beneficial Owners
and Management 31
Plan of Distribution 31
Market for Common Equity and Related Stockholder Matters 32
Description of Securities 36
Experts 37
Legal Proceedings 37
Legal Matters 37
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 37
Where You Can Find More Information 38
Financial Statements 38
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PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 6
and the financial statements.
General NYC Moda was incorporated under the
laws of the state of Nevada on
March 30, 2011.
Our principal executive offices are
located at 547 N Yale Avenue, Villa
Park IL 60181. Our phone number is
(347)690-0196.
Operations We are a development stage company,
formed to distribute designers'
clothing and footwear from
established brands.
We plan on selling designers
clothing, apparel and footwear via
an internet shop. Our plan is to
sell hi-end fashion from various
New York City retailers to
customers around the word. Our
primary targets will be emerging
developing markets in Brazil,
Argentina, Russia and India. We are
planning to execute agreements with
our representatives in India,
Russia, Brazil and Argentina during
first six months of our operation.
We have developed our business
plan, purchased some inventory from
USA based company:
www.liquidation.com, and executed
an agreement with NJDist.Biz.
We anticipate that we will derive
our income from buying clothing at
discounted prices and resell it via
an internet shop with product to be
delivered by mail. We do not
anticipate earning revenues until
such time as we enter into
commercial operation. Since we are
presently in the development stage
of our business, we can provide no
assurance that we will successfully
assemble, construct and sell any
products or services related to our
planned activities.
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From inception until the date of
this filing, we have had no
revenues and very limited operating
activities. For the three months
ended July 31, 2011, we earned no
revenue and had a net loss of
$6,923. For the period from March
30, 2011 (Inception) through April
30, 2011, we earned no revenues and
had a net loss of $41. In their
opinion on our financial statements
as of April 30, 2011, and the
related statements of operations
stockholders' equity and cash flows
for the period from March 30, 2011
(inception) through April 30, 2011,
our auditors have indicated that
there is substantial doubt about
our ability to continue as a going
concern
Market for our common stock Our common stock is not quoted on a
market or securities exchange. We
cannot provide any assurance that
an active market in our common
stock will develop. We intend to
quote our common shares on a market
or securities exchange.
Common shares outstanding prior to
Offering 9,000,000
Common shares being offered 4,000,000
No minimum offering amount This is a best efforts offering
with no minimum number of shares to
be sold.
Duration of the offering The offering shall terminate on the
earlier of:
(i) the date when the sale of
all 4,000,000 common shares
is completed;
(ii) one year from the date of
this prospectus; or
(iii) prior to one year at the
sole determination of the
board of directors.
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Use of Proceeds We will use the proceeds of this
offering to website developing,
marketing, office expense, shipping,
independent contractor fees and
inventory.
RISK FACTORS
Our business is subject to numerous risk factors, including the
following.
Risks Associated with Our Business
1. We are a development stage company but have not yet commenced
significant operations. We expect to incur operating losses for the
foreseeable future.
We were incorporated on March 30, 2011 and, to date, have been involved
primarily in organizational activities. We have not yet commenced
business operations. Further, we have not yet fully developed our
business plan, or our management team, nor have we targeted or
assembled any real or intangible property rights. Accordingly, we have
no way to evaluate the likelihood that our business will be
successful.
We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the difficulties
normally encountered by new internet sales companies and the high rate
of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the operations
that we plan to undertake.
These potential problems include, but are not limited to, unanticipated
problems relating to the ability to generate sufficient cash flow to
operate our business, and additional costs and expenses that may exceed
current estimates.
Prior to having an inventory of clothing to sell, we anticipate that we
will incur increased operating expenses without realizing any revenues.
We expect to incur significant losses into the foreseeable future. We
recognize that if the effectiveness of our business plan is not
forthcoming, we will not be able to continue business operations.
There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and it is doubtful that we
will generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.
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2. Without the funding from this offering, we will be unable to
implement our business plan.
Our current operating funds are not sufficient to complete our intended
business plan. We will need the funds from this offering to commence
activities described in our plan of plan of Operation. As of July 31
2011, we had cash in the amount of $8,959 and liabilities of $0. We
currently do not have any significant operations and we have no income.
3. We have yet to earn revenue and our ability to sustain our
operations is dependent on our ability to raise financing. As a
result, there is substantial doubt about our ability to continue as a
going concern.
We have a deficit accumulated during the development stage of $(6,964)
as of July 31, 2011 and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future
profitable operations from our acquisition development, and management
of real and intangible property and the provision of expertise.
Further, the finances required to fully develop our plan cannot be
predicted with any certainty and may exceed any estimates we set forth.
These factors raise substantial doubt that we will be able to continue
as a going concern. Our independent registered public accountant has
expressed substantial doubt about our ability to continue as a going
concern. This opinion could materially limit our ability to raise
funds. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result we may have to liquidate our
business and you may lose your investment. You should consider our
independent registered public accountant's comments when determining if
an investment in NYC Moda is suitable.
If we experience a shortage of funds prior to funding during the next
12 months, we may utilize funds from Ilona Svinta, our sole officer and
director, who has informally agreed to advance funds to allow us to pay
for professional fees, including fees payable in connection with the
filing of this registration statement and operation expenses, however
she has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. We will require the funds from
this offering to proceed.
If we are successful in raising the funds from this offering, we plan
to commence activities to raise the funds required for the development
program. We cannot provide investors with any assurance that we will be
able to raise sufficient funds to proceed with any work or activities
of the development program.
4. Because we plan to export clothing overseas, we could be affected
by disruptions in delivery.
Because we intend to export new clothing and deliver them directly to
our potential customers in foreign countries, disruptions in shipping
deliveries may affect us. Deliveries of our products may be disrupted
through factors such as:
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(i) work stoppages, strikes and political unrest;
(ii) problems with ocean shipping, including work stoppages and
shipping container shortages;
(iii) increased inspections of import shipments or other factors
causing delays in shipments; and
(iv) economic crises, international disputes and wars.
Any of the foregoing disruptions could disrupt our operations and lead
to a complete loss of your investment.
5. If we do not attract customers, we will not make a profit, which
will ultimately result in a cessation of operations.
We currently have no customers to purchase any goods or services from
us. We have not identified any customers and we cannot guarantee we
ever will have any customers. Even if we obtain customers, there is no
guarantee that we will generate a profit. If we cannot generate a
profit, we will have to suspend or cease operations. You are likely to
lose your entire investment if we cannot sell clothing at prices which
generate a profit.
6. The clothing industry is cyclical and is sensitive to changing
economic conditions. Our business could be adversely impacted by the
current industry and general economic slowdown or recession.
Sales of quality clothing historically have been subject to substantial
cyclical variation characterized by periods of oversupply and weak
demand. We believe that many factors affect the industry, including
- consumer confidence in the economy,
- the level of personal discretionary spending,
- interest rates,
- fuel prices,
- credit availability and
- unemployment rates.
At this time, we cannot predict the severity or duration of the
slowdown and we cannot assure that our business will not be materially
adversely affected if it continues or worsens. Accordingly, you are
likely to lose your entire investment if the current slump in internet
sales continues.
7. We operate in a highly competitive environment. If we are unable
to successfully compete in the fashion industry, the financial
condition of our business could be materially adversely affected.
We operate in a highly competitive environment. Our competition
includes small and midsized companies, and many of them may sell the
same clothing in our markets at competitive prices. Other competitors
include private market buyers and sellers of new clothing. Highly
competitive environment could materially adversely affect our business,
financial condition, results of operations, cash flows and prospects.
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8. Changing retail prices could negatively affect our business
operations.
Any significant changes in retail prices for new clothing could reduce
our sales and margins. If any of our competitors seek to gain or
retain market share by reducing prices for new clothing, we would
likely reduce our prices in order to remain competitive, which could
result in a decrease in our sales and profitability and require a
change in our operating strategies.
9. We will rely on independent third-party transportation providers
for substantially all of our merchandise shipments. We could be
subject to increased shipping cost as well as the potential inability
of our third-party transportation providers to deliver on a timely
basis.
We currently rely upon independent third-party transportation providers
for substantially all of our merchandise shipments, including shipments
to and from all of our stores. Our utilization of these delivery
services for shipments is subject to risks, including increases in fuel
prices, which would increase our shipping costs, labor strikes and
inclement weather, which may impact a shipping company's ability to
provide delivery services that adequately meet our shipping needs. If
we change the shipping companies we use, we could face logistical
difficulties that could adversely affect deliveries and we would incur
costs and expend resources in connection with such change. Moreover,
we may not be able to obtain terms as favorable as those received from
our current third-party transportation providers which in turn would
increase our costs.
10. Our sole officer and director will own 69.23% or more of our
outstanding common stock if the maximum offering is obtained. Our sole
officer and director will make and control corporate decisions that may
be disadvantageous to minority shareholders.
If the maximum offering shares is sold, Ilona Svinta, our sole officer
and director, will own 69.23% of the outstanding shares of our common
stock. Accordingly, she will have significant influence in determining
the outcome of all corporate transactions or other matters, including
the election of directors, mergers, consolidations and the sale of all
or substantially all of our assets, and also the power to prevent or
cause a change in control. The interests of Mrs. Svinta may differ
from the interests of the other stockholders and may result in
corporate decisions that are disadvantageous to other shareholders.
11. There is no minimum offering amount or separate escrow account.
You may lose your investment.
There is no minimum offering amount. Your funds will not be placed in
an escrow or trust account. We will establish a separate bank account
and all proceeds will be deposited into that account. Accordingly, if
we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become
part of the bankruptcy estate and administered according to the
bankruptcy laws. If a creditor sues us and obtains a judgment against
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us, the creditor could garnish the bank account and take possession of
the subscriptions. As such, it is possible that a creditor could attach
your subscription which could preclude or delay the return of money to
you. Further, our sole officer and director will have the power to
appropriate
any amounts we raise. As such, they could take the funds without your
knowledge for their own use. If that happens, you will lose your
investment and your funds will be used to pay creditors.
12. Currency rate fluctuations may have a negative effect on our
profitability.
We will endeavor to source our potential clients around the world, so
we are likely to be affected by changes in foreign exchange rates. To
protect our business, we may enter into foreign currency exchange
contracts with major financial institutions to hedge the overseas
purchase transactions and limit our exposure to those fluctuations. If
we are not able to successfully protect ourselves against those
currency rate fluctuations, then our profits on the products subject to
those fluctuations would also fluctuate and could cause us to be less
profitable or incur losses, even if our business is doing well.
RISKS ASSOCIATED WITH THIS OFFERING
13. We do not meet the requirements for our stock to be quoted on
NASDAQ, American Stock Exchange or any other senior exchange and the
tradability in our stock will be limited under the penny stock
regulation. The liquidity of our common stock is restricted as our
common stock falls within the definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price
of the registrant's common stock on the OTC Bulletin Board is below
$5.00 per share, the registrant's common stock will come within the
definition of a "penny stock." As a result, the registrant's common
stock is subject to the "penny stock" rules and regulations. Broker-
dealers who sell penny stocks to certain types of investors are
required to comply with the Commission's regulations concerning the
transfer of penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell
the registrant's common stock, and may affect the ability to resell the
registrant's common stock.
14. We are selling this offering without an underwriter and may be
unable to sell any common shares.
This offering is self-underwritten, that is, we are not going to engage
the services of an underwriter to sell the shares; we intend to sell
our shares through our President, who will receive no commissions. She
will offer the shares to friends, family members, and business
associates, however, there is no guarantee that she will be able to
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sell any of the shares. Unless she is successful in selling all of the
shares and we receive the proceeds from this offering, we may have to
seek alternative financing to implement our business plan.
15. We do not have a public market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.
We do not have a public market for our common shares. Our securities
are not traded on any exchange. We cannot assure you that an active
public market will ever develop. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other
reason.
16. The costs to meet our reporting and other requirements as a
public company subject to the Exchange Act of 1934 will be substantial
and may result in us having insufficient funds to expand our business
or even to meet routine business obligations.
Upon completion of this offering, we will become a reporting company
and file annual, quarterly and current reports with the SEC. We will
incur ongoing expenses associated with professional fees for
accounting, legal and a host of other expenses for annual reports and
proxy statements. We estimate that these costs could range up to
$35,000 per year for the next few years and will be higher if our
business volume and activity increases but lower during the first year
of being public because our overall business volume will be lower, and
we will not yet be subject to the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient
funds to grow our operations.
17. We have not yet adopted of certain corporate governance measures.
As a result, our stockholders have limited protections against
interested director transactions, conflicts of interest and similar
matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and
enacted by the SEC, the New York and American Stock Exchanges and the
Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the
implementation of various measures relating to corporate governance.
These measures are designed to enhance the integrity of corporate
management and the securities markets and apply to securities which are
listed on those exchanges or the Nasdaq Stock Market. Because we are
not presently required to comply with many of the corporate governance
provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than
necessary, we have not yet adopted these measures.
Because our sole director is non-independent, we do not currently have
independent audit or compensation committees. As a result, the sole
director has the ability, among other things, to determine her own
level of compensation. Until we comply with such corporate governance
measures, regardless of whether such compliance is required, the
absence of such standards of corporate governance may leave our
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stockholders without protections against interested director
transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our
operations.
18. We may be unsuccessful in implementing required internal controls
over financial reporting.
We are not currently required to comply with the SEC's rules
implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are
therefore not required to make a formal assessment of the effectiveness
of our internal control over financial reporting for that purpose.
Upon becoming a public company, we will be required to comply with the
SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002,
which will require our management to certify financial and other
information in our quarterly and annual reports and provide an annual
management report on the effectiveness of our internal control over
financial reporting. We will not be required to make our first
assessment of our internal control over financial reporting until the
year following our first annual report required to be filed with the
SEC. To comply with the requirements of being a public company, we
will need to create information technology systems, implement financial
and management controls, reporting systems and procedures and contract
additional accounting, finance and legal staff.
Any failure to develop or maintain effective controls, or any
difficulties encountered in our implementation of our internal controls
over financial reporting could result in material misstatements that
are not prevented or detected on a timely basis, which could
potentially subject us to sanctions or investigations by the SEC or
other regulatory authorities. Ineffective internal controls could
cause investors to lose confidence in our reported financial
information.
19. Should we have troubles raising the appropriate capital to
continue operations, our ability to complete projects will be dependent
upon a verbal lending agreement with Mrs. Svinta, and will be limited
by her personal budget.
If we are unable to raise sufficient capital to continue operations, we
have a verbal agreement with Mrs. Svinta that states that she will lend
the company funds out of her personal budget to fund projects that she
deems necessary, as determined on a project-by-project basis. As a
result, we cannot guarantee that Mrs. Svinta will approve of or have
the ability to fund any proposed project.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk
and uncertainties. We use words such as "anticipate", "believe",
"plan", "expect", "future", "intend", and similar expressions to
identify such forward-looking statements. Investors should be aware
that all forward-looking statements contained within this filing are
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good faith estimates of management as of the date of this filing. Our
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced
by us.
SOURCE AND USE OF PROCEEDS
Our offering is being made on a self-underwritten basis. There is no
minimum offering amount. The offering price per share is $0.02. The
following table sets forth the uses of proceeds assuming the sale of
100%, 75%, 50% and 25% respectively, of the securities offered for sale
by NYC Moda. There is no assurance that we will raise the full $80,000
as anticipated.
Funding Level $80,000 $60,000 $40,000 $20,000
Offering Expenses 9,000 9,000 9,000 9,000
------- ------- ------- -------
Net proceeds $71,000 $51,000 $31,000 $11,000
Website developing $ 4,000 $ 3,000 $ 2,000 $ 1,000
Marketing, advertising
contractor fee 24,000 20,000 14,000 3,000
Office setup 500 500 500 500
Shipping, independent
contractor fees 3,500 2,500 1,500 750
Inventory of clothing 35,000 22,500 11,000 4,000
Other Expenses 4,000 2,500 2,000 1,750
------- ------- ------- -------
Net proceeds expended $71,000 $51,000 $31,000 $11,000
======= ======= ======= =======
Other Expenses will consist of travel expenses and communication
expenses (international calls, and cell phone expenses). Other expenses
may also be used for shipping and independent contractors' fees as
needed.
We will establish a separate bank account and all proceeds will be deposited
into that account. Ilona Svinta our sole director will not be repaid from the
proceeds of this offering.
If necessary, Ilona Svinta, our sole officer and director, has verbally
agreed to loan up to $20,000 to NYC Moda to complete the registration process
(the loaned funds may also be used for expenses described in our plan of
operations). If we raise less than $20,000, we will use them in the following
order of importance as funding permits: to pay our ongoing legal and
professional fee, pay marketing and advertising expenses and website
development, office setup.
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DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by
us. The price does not bear any relationship to our assets, book
value, earnings, or other established criteria for valuing a privately
held company. In determining the number of shares to be offered and
the offering price, we took into consideration our cash on hand and the
amount of money we would need to implement our business plan.
Accordingly, the offering price should not be considered an indication
of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.02 per common share.
This price is significantly higher than the price paid by our sole
director and officer for common equity since inception. Ilona Svinta,
our sole officer and director, paid $.001 per share for the 9,000,000
common shares
Assuming completion of the offering, there will be up to 13,000,000
common shares outstanding. The following table illustrates the per
common share dilution that may be experienced by investors at various
funding levels.
Funding Level $80,000 $60,000 $40,000 $20,000
Offering price $0.02 $0.02 $0.02 $0.02
Net tangible book $0.001 $0.001 $0.001 $0.001
value per common
share before offering
Increase per common 0.006 0.005 0.004 0.002
share attributable ------ ------ ------ ------
to investors
Pro forma net tangible $0.007 $0.006 $0.005 $0.003
book value per
common share after
offering
Dilution to investors $0.013 $0.014 $0.016 $0.017
Dilution as a 65% 70% 80% 85%
percentage of
offering price
Based on 9,000,000 common shares outstanding as of July 31, 2011 and
total stockholder's equity of $2,036 utilizing unaudited July 31, 2011
financial statements.
Since inception, the officers, directors, promoters and affiliated
persons have paid an aggregate average price of $.001 per common share
in comparison to the offering price of $.02 per common share.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Our cash balance is $1,050 as of July 31, 2011. We believe our cash
balance is not sufficient to fund our limited levels of operations for
any period of time. We have been utilizing and may utilize funds from
Ilona Svinta, our Chairman, President, and Secretary, who has
informally agreed to advance funds to allow us to pay for offering
costs, filing fees, and professional fees.Ilona Svinta agreed to loan
up to $20,000 to the company. The loaned funds may be used to maintain
the company's reporting status and to implement our plan of
operation. Mrs. Svinta, however, has no formal commitment, arrangement
or legal obligation to advance or loan funds to the company. In order
to achieve our business plan goals, we will need the funding from this
offering. We are a development stage company and have generated no
revenue to date.
Our independent registered public accountant has issued a going concern
opinion. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we
obtain additional capital to pay our bills. This is because we have
not generated revenues and no revenues are anticipated until we
complete our initial business development. There is no assurance we
will ever reach that stage.
To meet our need for cash we are attempting to raise money from this
offering. We believe that we will be able to raise enough money through
this offering to expand operations but we cannot guarantee that once we
expand operations we will stay in business after doing so. If we are
unable to successfully find customers we may quickly use up the
proceeds from this offering and will need to find alternative sources.
At the present time, we have not made any arrangements to raise
additional cash, other than through this offering.
Plan of Operation
Our current cash balance is not sufficient to fund our operations. We
will need the funds from this offering to implement our plan of
operation and satisfy our cash requirements during the next 12 months.
We will not be conducting any product research or development. We do
not expect to purchase or sell plant or significant equipment. Further
we do not expect significant changes in the number of employees.
We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and
Exchange Commissions. We intend to concentrate our efforts on raising
capital during this period. Our operations will be limited due to the
limited amount of funds on hand. Once we complete our public offering
we plan to do the following activities to expand our business
operations.
18
Upon completion of our public offering, our specific goal is to
profitably sell clothing. We will commence our 12 month Plan of
Operations immediately after we raise at least $20,000 from this
offering. The time references such as 1st, 2nd, 3rd, etc. month will
commence after this date.
Our plan of operations is as follows:
1st-2nd month Cost $2060
1) Our plan is to establish an office in NYC at future date (after
our 12-month plan of operation). For now we plan to establish presence
in NYC by establishing just a mailing address for $60 per month.
We believe that this will be sufficient for our purposes at this time.
We do not believe that we will need to obtain additional office space
at the present time, but we anticipate requiring additional office
space in the future once our operations expand. We do not require any
warehouse or shipping facilities in New York due to our relationship
with NJDist.Biz who has agreed to store our inventory.
2) We are planning to build up our inventory. The inventory
amount will depend on the amount of money we can raise from these
offering. Minimum amount $1,000.Maximum $6,000
3rd -4th month Cost $3000
We will continue to buy clothing inventory. The inventory amount will
depend on the amount of money we can raise from these offering Minimum
amount $1,500.Maximum $12,000
6th-7th months Cost $1550-3050
1) We are planning to launch our site www.nycmodainc.com in
English for Indian customers. Our plan is to find during this period
representative in India for Indian customer payment center and execute
agreements with them. Developing our wite will cost approximately:
$500-$1000
2) We will develop an eBay store at http://stores.ebay.com.
Premium Store monthly subscription costs $50. We can list more than 250
items a month in Fixed Price. Also we will promote www.nycmodainc.com
on "stores.ebay.com".
3) We are going to hire independent contractor to update our web
site daily and for online marketing of our web site. This company will
have to update daily our web site to add new items for sale and take
out sold items. We will also feature a forum on our web site where
people can share their buying experience. We will try to improve our
service based on customer's feedback. Also our goal will be to create
emailing list of potential buyers. Our web site will have sigh up page
for daily deals. Customer has to sign up to get emails with "Daily
Deal". We hope this strategy will add sales incentive and create a
reason for customers to return to our site.
19
Also independent contractor will do the following online marketing to
promote our services:
- Display Advertising: Display advertising involves the use of web
banners or banner ads placed on a third-party website to drive traffic
to a company's own website and increase product awareness.
- Email Marketing: sending promotional emails directly to
customers.
- Interactive Advertising: Interactive advertising involves the use
of animations and other graphic techniques to create ads that engage
the viewer and invite participation.
- Search Engine Marketing: Search Engine Optimization, paid
placement, and paid inclusion are search engine marketing techniques
that companies can use to increase their visibility in the search
engine page results from Google and its competitors. Estimated cost
for independent contractor services is $1000-$2000 monthly.
7th-8th months Cost $5500-$6000
1) We plan to launch second internet shop in Russian for Russian
customers. Our plan is to find during that period Russian
representative for Russian customer payment center and execute
agreement with them with view of performing online advertising of our
site in Russian Search Engine. Our estimated cost for this is $500-
$1,000.
2) We will continue to purchase inventory. The inventory amount
will depend on the amount of money we can raise from these offering.
Minimum amount $1,500.Maximum $17,000
8th-9th months Cost $500-$1000
We are going to launch third internet shop in Spanish for
Argentina customers. Our plan is to find during that period Argentina's
representative for Argentina customer payment center who will do online
advertising of our site in Argentina's Search Engine. Our estimated
cost for this is $500-$1000.
18
10th-12th months
We are going to launching fourth internet shop in Portuguese for
Brazil customers. Our plan is to find during that period Brazilian
representative for Brazilian customer payment center. Our independent
contractor will do online advertising of this site in Brazilian Search
Engine. Our estimated cost for this is $500-$1000.
If we are unable to raise maximum in this offering we will be required to
reduce spending in areas of Website developing, Marketing, advertising
Contractor Fee, Shipping, Independent Contractor Fees, Inventory of clothing,
and Other Expenses. Please see SOURCE AND USE OF PROCEEDS .This reduction in
expenditures may reduce our ability to grow and profit.
If we are unable to attract customers to buy our product we may have to
suspend or cease operations. If we cannot generate sufficient revenues
to continue operations, we will suspend or cease operations. If we
cease operations, we do not know what we will do and we do not have any
plans to do anything else.
Ilona Svinta, our chief executive officer, will be devoting
approximately 50% of her time to our operations. Once we expand
operations, and are able to attract more and more customers to buy our
product, Mrs. Svinta has agreed to commit more time as required.
Because Mrs. Svinta will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues and a
cessation of operations.
Results of Operations
---------------------
From Inception on March 30 2011 to April 30, 2011
During the period we incorporated the company, prepared a business plan
and executed an Agreement with NJDist.Biz. We have purchased some
inventory from www.liquidation.com.Our loss since inception is $7949.We
have not meaningfully commenced our proposed business operations and
will not do so until we have completed this offering.
Since inception, we have sold 9,000,000 shares of common stock to our
sole officer and director for net proceeds of $9,000.
Liquidity and Capital Resources
-------------------------------
As of July 31, 2011, NYC Moda Inc.had $1051 cash and our liabilities
were $0. The aviable capital reserves of the Company are not sufficient
for the Company to remain operational.
Since inception, we have sold 9,000,000 common shares to our sole
officer and director, at a price of $0.001 per share, for aggregate
proceeds of $9,000.
21
To meet a small part our need for cash, we are attempting to raise
money from this offering. We cannot guarantee that we will be able to
sell all the shares required. We will attempt to raise the necessary
funds to proceed with all phases of our plan of operation. The sources
of funding we may consider to fund this work include a public offering,
a private placement of our securities or loans from our director or
others.
In the first quarter we used our cash we had to pay expenses associated
with this offering. We paid $3,250 to our auditors, $15 registration
fee to the SEC and $3,500 as legal fees. We paid $62 Skype
Communication. We have purchased hosting from IX Web Hosting for $95.We
have bought inventory of clothing from www.liquidation.com for $985.
Our current cash on hand will be used to pay the fees and expenses of
this offering.
As of the date of this registration statement, the current funds
available to NYC Moda will not be sufficient to continue maintaining a
reporting status. Our sole officer and director, Ilona Svinta, has
indicated that she may be willing to provide funds required to maintain
the reporting status in the form of a non-secured loan for the next
twelve months as the expenses are incurred if no other proceeds are
obtained by NYC Moda. However, there is no contract in place or written
agreement securing this agreement. Management believes if NYC Moda
cannot maintain its reporting status with the SEC, it will have to
cease all efforts directed towards NYC Moda. As such, any investment
previously made would be lost in its entirety.
Going Concern
-------------
Our auditors have issued a going concern opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the
next twelve months unless we obtain additional capital. No substantial
revenues are anticipated until we have completed the financing from
this offering and implemented our plan of operations. Our only source
for cash at this time is investments by others in this offering. We
must raise cash to implement our strategy and stay in business. The
amount of the offering will likely allow us to operate for at least one
year and have the capital resources required to cover the material
costs with becoming a publicly reporting. NYC Moda anticipates over the
next 12 months the cost of being a reporting public company will be
approximately $15,000.
We are highly dependent upon the success of the private offering of
equity, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking
loans, which would likely not even be possible for NYC Moda. However,
if such financing were available, because we are a development stage
company with no operations to date, we would likely have to pay
additional costs associated with high risk loans and be subject to an
above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing. If NYC Moda
cannot raise additional proceeds via a private placement of its equity
22
or debt securities, or secure a loan, we would be required to cease
business operations. As a result, investors would lose all of their
investment.
Management believes that current trends toward lower capital investment
in start-up companies, volatility in the clothing sales market pose the
most significant challenges to our success over the next year and in
future years. Additionally, we will have to meet all the financial
disclosure and reporting requirements associated with being a publicly
reporting company. Our management will have to spend additional time on
policies and procedures to make sure it is compliant with various
regulatory requirements, especially that of Section 404 of the
Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.
Should we fail to sell less than all its shares under this offering,
NYC Moda would be forced to scale back or abort completely the
implementation of its 12-month plan of operation.
Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
Limited Operating History; Need for Additional Capital
------------------------------------------------------
There is no historical financial information about us upon which to
base an evaluation of our performance. We are in start-up stage
operations and have not generated any revenues. We cannot guarantee we
will be successful in our business operations. Our business is subject
to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns due to
price and cost increases in services and products.
We have no assurance that future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms,
we may be unable to continue, develop or expand our operations. Equity
financing could result in additional dilution to existing shareholders.
Significant Accounting Policies
-------------------------------
Basis of Presentation
NYC Moda reports revenues and expenses using the accrual method of
accounting for financial and tax reporting purposes.
Use of Estimates
Management uses estimates and assumption in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses.
23
Depreciation, Amortization and Capitalization
NYC Moda records depreciation and amortization when appropriate using
both straight-line and declining balance methods over the estimated
useful life of the assets (five to seven years). Expenditures for
maintenance and repairs are charged to expense as incurred. Additions,
major renewals and replacements that increase the property's useful
life are capitalized. Property sold or retired, together with the
related accumulated depreciation is removed from the appropriated
accounts and the resultant gain or loss is included in net income.
Income Taxes
NYC Moda accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
Under Statement 109, a liability method is used whereby deferred tax
assets and liabilities are determined based on temporary differences
between basis used of financial reporting and income tax reporting
purposes. Income taxes are provided based on tax rates in effect at the
time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more
likely than not, that NYC Moda will not realize the tax assets through
future operations.
Fair Value of Financial Instruments
Financial Accounting Standards statements No. 107, "Disclosures About
Fair Value of Financial Instruments", requires NYC Moda to disclose,
when reasonably attainable, the fair market values of its assets and
liabilities which are deemed to be financial instruments. NYC Moda's
financial instruments consist primarily of cash.
Per Share Information
NYC Moda computes per share information by dividing the net loss for
the period presented by the weighted average number of shares
outstanding during such period.
DESCRIPTION OF BUSINESS
General
-------
We were incorporated in the state of Nevada on March 30, 2011. We are
in the business of clothing distribution. We plan to purchase clothing
from USA based companies and sell it overseas. We plan to develop a
website that will display a variety of product and prices. We have not
generated any revenues and the only operation we have engaged in to
date is purchasing some inventory from USA based company:
www.liquidation.com consisting of New Women's Clothing- Dresses, and
Jumpsuits, and executing an agreement with NJDist.Biz described below.
Our principal office address is located at 547 N Yale Avenue, Villa
Park IL 60181. Our telephone number is (347)690-0196. We are a
development stage company and have not earned any revenue. It is
likely that we will not be able to achieve profitability and will have
to cease operations due to the lack of funding.
24
Product
-------
We are in the business of buying and selling clothing and accessories.
Our sole officer and director, Ilona Svinta, has worked in fashion
industry for the past 10. We will rely on her knowledge and expertise
of the fashion industry in conducting our operations. Our service will
include selling clothing, shipping and handling, and custom clearing if
needed. Depending on the number of shares that we sell from this
offering, we plan to keep a small inventory of clothing and
accessories. This inventory will consist of most popular models with
highest turnover rate. We will display our inventory on our website.
Our customers will be able to select clothing and accessories on our
website according to their budget and preferences. Our customers will
also be able to order clothing which is not displayed on our website by
specifying the brand and needed size.
We plan to offer our inventory at price marked-up 50% to 60% of our
cost. Our customers will be asked to pay us the full price in advance.
Website
-------
Our website: www.nycmodainc.com will display information about us, our
services, our prices, our terms, delivery time and other information.
It will offer four language choices - English, Spanish, Portuguese and
Russian) We plan to subscribe for a website search optimizing service
to increase the frequency our website is displayed to our potential
customers when they search any of the four lanaguages for key words
such as "designer clothing", "fashion", "quality clothing".
Our Source of Inventory
-----------------------
Our plan is to purchase merchandise in bulk at discount prices and pass
the savings to our customers. We plan to purchase our inventory from
the following sources:
Closeouts are a type of sale of goods below original manufacture cost
that will no longer be carried or sold within the retail stores. The
retail store changes its inventory seasonally; when they do this they
remove all merchandise that had not sold within a period of time. Then
they sell them in bulk at a loss under special agreements or contracts
to jobber / closeout companies. Closeouts are mainly new items.
Liquidations are type of sales of goods below original cost in order to
settle debts or reduce amount of debt owed by a company converting
merchandise in to cash. We are going to purchase from the following
internet wholesalers: www.1fashionclothing.com.
http://www.liquidation.com, www.overstock.com. We have opened reseller
account with them.
Retail shops in NYC
-------------------
NYC retail shops are known for bargain prices sometimes as low as 70%-
80% of retail price. Usually it occurs before new season, when stores
are trying to get rid of the inventory to clean up the space for new
items. This is inventory should be popular in countries like Brazil and
25
Argentina since they have opposite seasons than New York. When New York
is getting rid of winter inventory, South America is in demand for
winter clothing for the upcoming winter season. Our president will be
in charge of selecting inventory from these NYC retail shops.
Occasionally we may purchase clothing from www.ebay.com
Agreement with NJDist.Biz
-------------------------
We have executed an agreement with NJDist.Biz to store and ship our
inventory for NYC Moda. NJDist.Biz will act as our shipping agent.
NJDist.Biz will:
- pick up clothing from the Ney York stores,
- deliver clothing to its warehouse,
- store it and
- ship it later at our request.
Compensation will be 10% of the clothing value. The agreement is in
force for six continuous months commencing on May 17, 2011, the
effective date. Either party shall have the right to terminate this
contract at will with 30 days' notice to the party opposite.
Structure of our business
We intend to establish a main office in NYC and four local internet
shops with local payment centers operated by our partners.
Main office: We are planning to open a small office in NYC after
our 12-month plan of operation.. We are going to use our office and home
space to store some of our inventory. When customer has items from
different vendors we will combine those items in one international
package and ship from our office to save on shipping costs.
Responsibility of the main office: NJDist.Biz's role is to
handle shipping and storage product purchased in NYC stores and nearest
areas only. All other product will be sent to our main office to Villa
Park, Illinois. Such product will be stored and shipped out of this
office. Some packages from different vendors maybe combined and shipped
to customer from our office. The main office will handle shipping to
customers in their respective countries. Our vendors will send packages
to our office and we will route them to our customers-some customers
may have shipments from more than one vendor which we will have to
combine into one shipment. Some inventory we will store temporary in
our office. Our president also will purchase inventory in NYC fashion
stores when they have sale at bargain prices. Main office will
distribute commission payments to our overseas partners and deal with
insurance claim with USPS if needed.
Local payment centers: Our representatives are Local Centers who
will receive and process payment, and provide customer service. They
will also be in charge of transferring customers' payments. To date we
have not had any discussions with such representatives. We are going
to have partners in 4 countries: India, Brazil, Argentina and Russia.
We hope that having local centers will reduce customers' inconvenience
26
and safety concern of sending payment overseas. Our local partners will
add convenience and peace of mind to our customers. Customer service
will be provided in our clients' respective native languages.
Responsibilities of the local centers: Our representative will
be independent contractors. Their main responsibility will be taking
payment in local currencies, converting to US dollars and transfer
dollars to NYC Moda Inc. bank account in USA. Our representative will
be dealing with customer services such as: explaining all process to
perspective buyers, helping with understanding the terms and expected
delivery time, helping with calculating saving on shipping when items
are combined in one package. Our local payment centers will be
responsible for clearing the payments from customer. During our 12
month plan of operation we do not plan to accept payment through our
website, however we plan to add this feature at a later date.
Our local representative will receive 15% commission from sale. This
commission will be calculated from cost of sold clothing.
We do not have agreement with our vendors and overseas and local
partners yet. According to our plan of operation on 6th month we plan to
execute agreements with our local partners.
Marketing Our Services
----------------------
We intend to rely on our sole officer and director, Ilona Svinta to
market our services and products. Our goal is to create solid customer
base. Our web site will have sigh up page for daily deals. Customer
has to sign up to get emails with "Daily Deal". We hope this strategy
will add sales incentive and create a reason for customers to return to
our site. We intend to hire an outside web designer to assist us in
designing and building our website. We will strife to make shopping on
our website easy and convenient by displaying colors, materials, and
sizes. Our navigation will be intuitive and shopping cart will be easy
to use.
Shipping
--------
We are planning to use the United States post office for our shipping
and handling needs.
Competition and industry overview
---------------------------------
The US clothing industry includes about 100,000 stores with combined
annual revenue of about $150 billion. The industry is concentrated: the
fifty largest companies account for about sixty five percent of
industry revenue. (Source http://www.businesswire.com)
Personal income and fashion trends drive demand for clothing. The
profitability of individual companies depends heavily on effective
merchandising and marketing. Large companies can offer wide selections
of clothing and have advantages in purchasing, distribution, and
marketing. Most of our competitors have greater financial resources and
may be able to withstand sales or price decreases better than we can.
27
We may be unable to compete effectively, which could have
a material adverse effect on our financial condition and results of
operations.
Insurance
---------
We plan to purchase shipping insurance from USPS. We do not have any
other insurance.
Employees; Identification of Certain Significant Employees
----------------------------------------------------------
We are a development stage company and currently have no employees.
Ilona Svinta, our sole officer and director, in a non-employee officer
and director of the Company. We intend to hire employees on an as
needed basis.
Properties
----------
Our business office is located at 537 N Yale Avenue, Villa Park IL
60181. This is the office provided by our sole officer and director,
Ilona Svinta. Our telephone number is (347)690-0196. This office
consists of 200 square feet. We do not pay any rent to Mrs. Svinta and
there is no agreement to pay any rent in the future.
As of the date of this prospectus, we have not sought or selected a new
office sight.
Government Regulation
---------------------
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the shipping
requirements. We are in business of reselling and shipping new clothing to
India, Russia, Argentina and Brazil. We are not currently subject to direct
federal, state or local regulation other than regulations applicable to
businesses generally or directly applicable to electronic commerce. Currently
we are not subject to any government approval of principal product or
services. We may fall under international regulation of packing, labeling,
documentation, and insurance requirements. A Shipper's Export Declaration
(SED) is used to control exports and act as a source document for official
U.S. export statistics. SEDs must be prepared for shipments through the U.S.
Postal Service when the shipment is valued over $500. We are subject to
federal and state consumer protection laws, including laws protecting the
privacy of customer non-public information and regulations prohibiting unfair
and deceptive trade practices. We will be subject to state, federal and
international laws and regulations applicable to online commerce, including
user privacy policies, product pricing policies, Web site content and general
consumer protection laws. Laws and regulations have been adopted, and may be
adopted in the future, that address Internet-related issues, including online
content, privacy, online marketing, unsolicited commercial email, taxation,
pricing and quality of products and services. Some of these laws and
regulations, particularly those that relate specifically to the Internet,
were adopted relatively recently and their scope and application may still be
subject to uncertainties. Interpretations of these laws, as well as any new
or revised law or regulation, which could decrease demand for our services,
increase our cost of doing business, result in liabilities for us, restrict
28
our operations or otherwise cause our business to suffer. Our failure, or the
failure of our business partners, to accurately anticipate the application of
these laws and regulations, or to comply with such laws and regulations,
could create liability for us, result in adverse publicity and negatively
affect our business.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The names, ages and titles of our executive officers and directors are
as follows:
Name and Address of
Executive Officer
and/or Director Age Position Term of Office
Ilona Svinta
547 N. Yale Avenue
Villa Park IL 60181 37 Chief Executive Officer Inception to
Chief Financial Officer present
and Director
Ilona Svinta has acted as sole officer and director since our
incorporation on March 30, 2011. From 2005 to 2010, our president
Ilona Svinta owned and operated "Pietro Baldini", a clothing store
located in Riga, Latvia. On May 2010, this store was closed and ceased
to operate. Consequently, Mrs.Svinta no longer manages any activities
of Pietro Baldini. She has extensive experience relating to whether
certain merchandise will be salable. She has knowledge and experience
to keep her business running smoothly. During the past five years,
Ilona Svinta also has attended various merchandising classes.
Our director was selected based on above mentioned experience and
education in fashion industry as well as an established network of
business contacts.
Director Independence
---------------------
Our board of directors is currently composed of one member, Ilona
Svinta, who does not qualify as an independent director in accordance
with the published listing requirements of the NASDAQ Global
Market. The NASDAQ independence definition includes a series of
objective tests, such as that the director is not, and has not been for
at least three years, one of our employees and that neither the
director, nor any of his family members has engaged in various types of
business dealings with us. In addition, our board of directors has not
made a subjective determination as to each director that no
relationships exists which, in the opinion of our board of directors,
would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have
29
reviewed and discussed information provided by the directors and us
with regard to each director's business and personal activities and
relationships as they may relate to us and our management.
Significant Employees
---------------------
We have no employees. Our sole officer and director, Ilona Svinta, is
an independent contractor to us and currently devotes approximately
twenty hours per week to company matters. After receiving funding
pursuant to our business plan, Mrs. Svinta intends to devote as much
time as necessary to manage the affairs of NYC Moda.
Within the last ten years, Mrs .Svinta has not been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or
any regulatory agency permanently or temporarily enjoining, barring,
suspending or otherwise limited her from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company,
bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any
securities.
Mrs. Svinta has not been convicted in any criminal proceeding
(excluding traffic violations) nor is she subject of any currently
pending criminal proceeding.
Currently, we have no formal independent contractor or consulting
agreements in place.
Executive Compensation
-----------------------
Management Compensation
The following tables set forth certain information about compensation
paid, earned or accrued for services by our chief executive officer and
chief financial officer from inception on March 30, 2011 until April
30, 2011:
Executive Officer Compensation Table
Non- Non-qualified
Equity Deferred All
Name Incentive Compensa- Other
and Stock Option Plan tion Compen-
Principal Salary Bonus Awards Awards Compensation Earnings sation Total
Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
-------- ----- ------ ----- ------ ------ ------------ ---------- -------- ------
Ilona Svinta 2011 - - - - - - - -
CEO and CFO
30
We have no employment agreements with our officer. We do not
contemplate entering into any employment agreements until such time as
we begin profitable operations.
There are no current employment agreements between the company and its
officers.
Mrs. Svinta currently devotes approximately twenty hours per week to
manage the affairs of NYC Moda Inc. She has agreed to work with no
remuneration until such time as NYC Moda Inc. receives sufficient
revenues necessary to provide management salaries. At this time, we
cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or what the amount of the compensation
will be.
There are no annuity, pension or retirement benefits proposed to be
paid to the officer or director or employees in the event of retirement
at normal retirement date pursuant to any presently existing plan
provided or contributed to by the company or any of its subsidiaries,
if any.
Director Compensation
---------------------
Our sole member of our board of directors is not compensated for his
services as a director. The board has not implemented a plan to award
options to our director. There are no contractual arrangements with
member of the board of directors. We have no director's service
contract.
Director's Compensation Table
Fees
Earned Non-
or Non-Equity qualified
Paid Incentive Deferred
in Stock Option Plan Compensation All Others
Cash Awards Awards Compensation Earnings Compensation Total
Name (US$) (US$) (US$) (US$) (US$) (US$) (US$)
(a) (b) (c) (d) (e) (f) (g) (h)
----- ------ ------ ------ ------------ ----------- ------------ -----
Ilona
Svinta 2011 - - - - - -
Our director does not receive any compensation for serving as sole
member of the board of directors. We have no plans to pay any directors
compensation in 2011.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our sole officer and director has informally agreed to loan us funds if we
need them to pay for our reporting obligations and business expenses. However
she does not have a legal obligation to loan us these funds.
31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the
total number of shares owned beneficially by our officers, sole
director and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table
also reflects what their ownership will be assuming completion of the
sale of all shares in this offering. The stockholders listed below have
direct ownership of their shares and possesses sole voting and
dispositive power with respect to the shares.
Percentage
of
Number of Ownership
Shares After
Percentage After the
Number of of Offering Offering
Shares Ownership Assuming all Assuming
Name of Before Before of the all of the
Beneficial the the Shares are Shares are
Owner (1) Offering Offering Sold Sold
---------- --------- ---------- ----------- -----------
Ilona Svinta 9,000,000 100% 9,000,000 69.23%
547 N. Yale
Avenue
Villa Park, IL
60181
(1) Ilona Svinta, the sole officer and director, is the only promoter
of the registrant.
Securities authorized for issuance under equity compensation plans
------------------------------------------------------------------
We have no equity compensation plans.
PLAN OF DISTRIBUTION
NYC Moda has 9,000,000 common shares issued and outstanding as of the
date of this prospectus. NYC Moda is registering up to 4,000,000
common shares for sale at the price of $0.02 per share. There has been
no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date
of the registration statement relating to this prospectus, we hope to
have a market maker file an application with FINRA for our common stock
to be eligible for trading on the over-the-counter market. We do not
yet have a market maker who has agreed to file such application.
We will sell the 4,000,000 common shares ourselves and do not plan to
use underwriters or pay any commissions. We will be selling our common
shares using our best efforts and no one has agreed to buy any of our
common shares. This prospectus permits our sole officer and director
to sell the common shares directly to the public, with no commission or
other remuneration payable to them for any common shares she may sell.
32
There is no plan or arrangement to enter into any contracts or
agreements to sell the common shares with a broker or dealer. Our
officers and directors will sell the common shares and intend to offer
them to friends, family members and business acquaintances.
There is no minimum amount of common shares we must sell so no money
raised from the sale of our common shares will go into escrow, trust or
another similar arrangement.
The common shares are being offered by Mrs. Svinta, our sole officer
and director. Mrs. Svinta will be relying on the safe harbor in Rule
3a4-1 of the Securities Exchange Act of 1934 to sell the common shares.
No sales commission will be paid for common shares sold by Mrs. Svinta
are not subject to a statutory disqualification and are not associated
persons of a broker or dealer.
Additionally, Mrs. Svinta primarily performs substantial duties on
behalf of the registrant otherwise than in connection with transactions
in securities. Mrs. Svinta has not been a broker or dealer or an
associated person of a broker or dealer within the preceding 12 months
and she has not participated in selling an offering of securities for
any issuer more than once every 12 months other than in reliance on
paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange
Act of 1934.
These are no finders.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on a market or
securities exchange. We cannot provide any assurance that an active
market in our common stock will develop. We intend to quote our common
shares on a market or securities exchange.
b) Holders. At September 8, 2011, there was one shareholder of NYC
Moda.
c) Dividends. Holders of our common shares are entitled to receive
such dividends as may be declared by its board of directors. No
dividends on our common stock have ever been paid, and we do not
anticipate that dividends will be paid on our common shares in the
foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
33
Plan Category Number of Securities Weighted Average Exercise Number of Securities
Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options, Warrants and Rights Future Issuance
Equity
Compensation
Plans Approved
by Security Holders n/a n/a n/a
Equity
Compensation
Plans Not Approved
by Security Holders n/a n/a n/a
---------- ------ ------
Total n/a n/a
e) Performance graph
Not applicable.
f) Sale of unregistered securities.
Since inception, NYC Moda has sold the following securities to our sole
officer and director that were not registered under the Securities Act
of 1933, as amended.
Name Date Shares Consideration
--------------- ------------ ------------- -------------
Ilona Svinta April 4, 2011 9,000,000 $ 9,000
NYC Moda made the offer and sale in reliance on the exemption from
registration afforded by Section 4(2) to the Securities Act of 1933, as
amended on the basis that the securities were offered and sold in a
non-public offering to a sophisticated investor.
Item 5(b) Use of Proceeds. As described herein
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
Shares Eligible for Future Sale
-------------------------------
Upon the date of this prospectus, there are 9,000,000 common shares
outstanding of which no common shares may be freely traded without
registration.
The 9,000,000 common shares are owned by our sole officer and director
and will be restricted within the meaning of Rule 144 under the
Securities Act, and are subject to the resale provisions of Rule 144.
At the present time, resales or distributions of such shares are
provided for by the provisions of Rule 144. That rule is a so-called
"safe harbor" rule which, if complied with, should eliminate any
questions as to whether or not a person selling restricted shares has
acted as an underwriter.
34
Rule 144(d)(1) states that if the issuer of the securities is, and has
been for a period of at least 90 days immediately before the sale,
subject to the reporting requirements of section 13 or 15(d) of the
Exchange Act, a minimum of six months must elapse between the later of
the date of the acquisition of the securities from the issuer, or from
an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of the registrant under the Securities
Act during the three months preceding a sale and who has beneficially
owned such shares for at least six months is entitled to sell the
shares under Rule 144 without regard to the volume, notice, information
and manner of sale provisions. Affiliates must comply with the
restrictions and requirements of Rule 144 when transferring restricted
shares even after the six month holding period has expired and must
comply with the restrictions and requirements of Rule 144 in order to
sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.
We have not declared any cash dividends, nor do we intend to do so. We
are not subject to any legal restrictions respecting the payment of
dividends, except that they may not be paid to render us insolvent.
Dividend policy will be based on our cash resources and needs and it is
anticipated that all available cash will be needed for our operations
in the foreseeable future.
Admission to Quotation on the OTC Bulletin Board and/or OTCQB
-------------------------------------------------------------
We intend to have a market maker file an application for our common
stock to be quoted on the OTC Bulletin Board and/or the OTCQB. The
OTCQB is the middle tier of the OTC Market. However, we do not have a
market maker that has agreed to file such application. If our
securities are not quoted on the OTC Bulletin Board or the OTCQB, a
security holder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of our securities. The OTC
Bulletin Board and the OTCQB differs from national and regional stock
exchanges in that it:
(1) is not situated in a single location but operates through
communication of bids, offers and confirmations between broker-dealers,
and
(2) securities admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock exchanges.
35
To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an
equity security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to sponsor the
registrant listing. If it meets the qualifications for trading
securities on the OTC Bulletin Board and the OTCQB, our securities will
trade on the OTC Bulletin Board and the OTCQB. We may not now or ever
qualify for quotation on the OTC Bulletin Board or the OTCQB. We
currently have no market maker who is willing to list quotations for
our securities.
Section 15(g) of the Exchange Act
---------------------------------
Our shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9
promulgated there under. They impose additional sales practice
requirements on broker/dealers who sell our securities to persons other
than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 jointly with their spouses). While Section 15(g) and Rules
15g-1 through15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of
the penny stock rules. Rule 15g-2 declares unlawful broker/dealer
transactions in penny stocks unless the broker/dealer has first
provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage
in a penny stock transaction unless the broker/dealer first discloses
and subsequently confirms to the customer current quotation prices or
similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock
transactions for a customer unless the broker/dealer first discloses to
the customer the amount of compensation or other remuneration received
as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its
customer, at the time of or prior to the transaction, information about
the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide
their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer
setting forth the identity and quantity of the stock being purchased;
obtain from the customer information regarding his investment
experience; make a determination that the investment is suitable for
the investor; deliver to the customer a written statement for the basis
for the suitability determination; notify the customer of his rights
and remedies in cases of fraud in penny stock transactions; and, the
FINRA's toll free telephone number and the central number of the North
American Administrators Association, for information on the
36
disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to
resell your shares.
DESCRIPTION OF SECURITIES
General
-------
Our authorized capital stock consists of 75,000,000 shares of common
stock, par value $0.001 per share. Our articles of incorporation do
not authorize us to issue any preferred stock. As of April 30, 2011,
there were 9,000,000 common shares issued and outstanding that was held
by one registered stockholder of record.
Common Stock
------------
The following is a summary of the material rights and restrictions
associated with our common stock.
The holders of our common stock currently have
(i) equal ratable rights to dividends from funds legally
available therefore, when, as and if declared by the board of directors
of NYC Moda;
(ii) are entitled to share ratably in all of the assets of NYC
Moda available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of NYC Moda
(iii) do not have preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or rights
applicable thereto; and
(iv) are entitled to one non-cumulative vote per share on all
matters on which stock holders may vote.
Anti-Takeover Law
-----------------
Nevada revised statutes sections 78.378 to 78.3793 provide state
regulation over the acquisition of a controlling interest in certain
Nevada corporations unless the articles of incorporation or bylaws of
the corporation provide that the provisions of these sections do not
apply. Our articles of incorporation and bylaws do not state that these
provisions do not apply. The statute creates a number of restrictions
on the ability of a person or entity to acquire control of a Nevada
company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The
statute is limited to corporations that are organized in the state of
Nevada and that have 200 or more stockholders, at least 100 of whom are
stockholders of record and residents of the state of Nevada; and does
business in the state of Nevada directly or through an affiliated
corporation. Because of these conditions, the statute does not apply
to our company.
37
Dividend Policy
---------------
We have never declared or paid any cash dividends on our common stock.
We currently intend to retain future earnings, if any, to finance the
expansion of our business. As a result, we do not anticipate paying any
cash dividends in the foreseeable future.
Indemnification for Securities Act Liabilities
----------------------------------------------
Our bylaws provide that we will indemnify an officer, director, or
former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by one of our director, officers, or
controlling persons in connection with the securities being registered,
we will, unless in the opinion of our legal counsel the matter has been
settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
EXPERTS
The financial statements of the registrant appearing in this prospectus
and in the registration statement have been audited by Ronald Chadwick,
P.C., an independent registered public accounting firm and are included
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings the outcome of which, in
the opinion of our management, would have a material adverse effect on
our business, financial condition, or results of operation.
LEGAL MATTERS
The validity of the common shares being offered hereby will be passed
upon by Jody M. Walker, Attorney At Law, Centennial, Colorado.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent
registered public accountant.
38
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
NYC Moda Inc.
547 N Yale Avenue,
Villa Park IL 60181
(347)690-0196
Attention: Ilona Svinta, Chief Executive Officer
Our fiscal year ends on April 30th. Upon completion of this offering,
we will become a reporting company and file annual, quarterly and
current reports with the SEC. You may read and copy any reports,
statements, or other information we file at the SEC's public reference
room at 100 F Street, Washington D.C. 20549. You can request copies of
these documents, upon payment of a duplicating fee by writing to the
SEC. Please call the SEC at 1-800- SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also
available to the public on the SEC Internet site at http:\\www.sec.gov.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 39
Balance Sheet as of April 30, 2011 and three months ended
July 31, 2011 (unaudite) 40
Statement of Operations for the period from March 30, 2011
(Inception) to April 30, 2011, Three months ended July 31,
2011 (unaudited) and period from March 30, 2011 (Inception)
Through July 31, 2011 41
Statement of Stockholders' Equity as of April 30, 2011 42
Statement of Cash Flows for the period from March 30, 2011
(Inception) to April 30, 2011, Three months ended July 31,
2011 (unaudited) and period from March 30, 2011 (Inception)
Through July 31, 2011 43
Notes to the Financial Statements 44
39
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
NYC MODA INC.
Henderson, Nevada
I have audited the accompanying balance sheet of NYC MODA INC. (a
development stage company) as of April 30, 2011, and the related
statements of operations, stockholders' equity and cash flows for the
period from March 30, 2011 (inception) through April 30, 2011. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of NYC MODA
INC. as of April 30, 2011, and the results of its operations and its
cash flows for the period from March 30, 2011 (inception) through April
30, 2011 in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7 to
the financial statements the Company has suffered a loss from
operations and has limited working capital that raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Aurora, Colorado /s/Ronald R. Chadwick, P.C.
June 15, 2011 ----------------------------
RONALD R. CHADWICK, P.C.
40
NYC MODA INC.
(A Development Stage Company)
BALANCE SHEETS
July 31, 2011
April 30, 2011 (unaudited)
-------------- -------------
ASSETS
Current assets
Cash $ 8,959 $ 1,051
-------- --------
Total current assets 8,959 1,051
-------- --------
Other assets
Inventory - 985
-------- --------
Total other assets - 985
-------- --------
Total Assets $ 8,959 $ 2,036
======== ========
LIABILITIES &
STOCKHOLDERS' EQUITY
Total Liabilities $ - $ -
Stockholders' Equity
Common stock, $.001 par value;
75,000,000 shares authorized;
9,000,000 shares issued and
outstanding 9,000 9,000
Additional paid in capital - -
Deficit accumulated during the dev.
stage (41) (6,964)
-------- --------
Total Stockholders' Equity 8,959 2,036
-------- --------
Total Liabilities and Stockholders'
Equity $ 8,959 $ 2,036
======== ========
The accompanying notes are an integral part
of the financial statements.
41
NYC MODA INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period From
Period From March 30, 2011
March 30, 2011 Three Months (Inception)
(Inception) Ended Through
Through July 31, 2011 July 31, 2011
April 30, 2011 (unaudited) (unaudited)
-------------- ------------- --------------
Revenue - related party $ - $ - $ -
----------- ----------- -----------
Operating expenses:
General and administrative 41 6,923 6,964
----------- ----------- -----------
41 6,923 6,964
----------- ----------- -----------
Gain (loss) from operations (41) (6,923) (6,964)
----------- ----------- -----------
Other income (expense):
- - -
----------- ----------- -----------
Income (loss) before
provision for income taxes (41) (6,923) (6,964)
Provision for income tax - - -
----------- ----------- -----------
Net income (loss) $ (41) $ (6,923) $ (6,964)
=========== =========== ===========
Net income (loss) per share
(Basic and fully diluted) $ (0.00) $ (0.00)
=========== ===========
Weighted average number of
common shares outstanding 5,850,000 9,000,000
=========== ===========
The accompanying notes are an integral part
of the financial statements.
41
NYC MODA INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 30, 2011 (INCEPTION) TO APRIL 30, 2011
Deficit
Accumulated Total
Common Stock Additional During The Stock-
Amount Paid In Development holders'
Shares ($.001 Par) Capital Stage Equity
--------- ---------- --------- --------- --------
Inception, March 30,
2011 (inception) - $ - $ - $ - $ -
Sales of common stock 9,000,000 9,000 - - 9,000
Net income (loss) for the
Period - - - (41) (41)
--------- --------- --------- --------- --------
Balances at April 30,
2011 9,000,000 $ 9,000 $ - $ (41) $ 8,959
Net income (loss) for the
Period - - - (6,923) (6,923)
--------- --------- --------- --------- --------
Balances at July 31, 2011
(unaudited) 9,000,000 $ 9,000 $ - $ (6,964) $ 2,036
========= ========= ========= ========= ========
The accompanying notes are an integral part
of the financial statements.
43
NYC MODA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period From
Period From March 30, 2011
March 30, 2011 Three Months (Inception)
(Inception) Ended Through
Through July 31, 2011 July 31, 2011
April 30, 2011 (unaudited) (unaudited)
-------------- ------------- --------------
Cash Flows From Operating Activities:
Net income (loss) $ (41) $ (6,923) $ (6,964)
----------- ----------- -----------
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Inventory - (985) (985)
----------- ----------- -----------
Net cash provided by (used for)
operating activities (41) (7,908) (7,949)
----------- ----------- -----------
Cash Flows From Investing Activities:
- - -
----------- ----------- -----------
Net cash provided by (used for)
investing activities - - -
----------- ----------- -----------
(Continued On Following Page)
The accompanying notes are an integral part
of the financial statements.
44
NYC MODA INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
Period From
Period From March 30, 2011
March 30, 2011 Three Months (Inception)
(Inception) Ended Through
Through July 31, 2011 July 31, 2011
April 30, 2011 (unaudited) (unaudited)
-------------- ------------- --------------
Cash Flows From Financing Activities:
Sales of common stock 9,000 - 9,000
----------- ----------- -----------
Net cash provided by (used for)
financing activities 9,000 - 9,000
----------- ----------- -----------
Net Increase (Decrease) In Cash (41) (7,908) (7,949)
Cash At The Beginning Of The Period - 8,959 -
----------- ----------- -----------
Cash At The End Of The Period $ 8,959 $ 1,051 $ 1,051
=========== =========== ===========
Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------
None
Supplemental Disclosure
-----------------------
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
The accompanying notes are an integral part
of the financial statements.
45
NYC MODA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
NYC MODA INC. (the "Company") was incorporated under the laws of the
State of Nevada on March 30, 2011. We are a development-stage company
in business of distributing designers clothing and footwear from
established brands to customers around the word.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
-------------------------
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles related to development
stage companies. A development-stage company is one in which planned
principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Basis of Presentation
---------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Accounting Basis
----------------
The Company uses the accrual basis of accounting and accounting
principles generally accepted in the United States of America ("GAAP"
accounting). The Company has adopted an April 30 fiscal year end.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents. The Company
had $8,959 of cash as of April 30, 2011 and $1,051 as of July 31, 2011.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments consist of cash and cash
equivalents and amounts due to shareholder. The carrying amount of
these financial instruments approximates fair value due either to
length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
Inventories
-----------
Inventories are stated at the lower of cost or market (first-in, first-
out method).
46
NYC MODA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
------------
Income taxes are computed using the asset and liability method. Under
the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the
financial reporting and tax bases of assets and liabilities and are
measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based
on available evidence, are not expected to be realized.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition
-------------------
The Company recognizes revenue when products are fully delivered or
services have been provided and collection is reasonably assured.
Stock-Based Compensation
------------------------
Stock-based compensation is accounted for at fair value in accordance
with ASC Topic 718. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Basic Income (Loss) Per Share
-----------------------------
Basic income (loss) per share is calculated by dividing the Company's
net loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per share
is calculated by dividing the Company's net income available to common
shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for
any potentially dilutive debt or equity. There are no such common stock
equivalents outstanding as of July 31, 2011.
Comprehensive Income
--------------------
The Company has established standards for reporting and display of
comprehensive income, its components and accumulated balances. When
applicable, the Company would disclose this information on its
Statement of Stockholders' Equity. Comprehensive income comprises
47
NYC MODA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
equity except those resulting from investments by owners and
distributions to owners. The Company has not had any significant
transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
--------------------------------
Nyc Moda Inc. does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company's
results of operations, financial position or cash flow.
NOTE 3 - LOAN TO THE COMPANY
There are no loans to the Company as of July 31, 2011.
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock
authorized.
On April 4, 2011, the Company issued 9,000,000 shares of common stock
for cash proceeds of $9,000 at $0.001 per share.
There were 9,000,000 shares of common stock issued and outstanding as
of July 31, 2011.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An
officer has provided office services without charge. There is no
obligation for the officer to continue this arrangement. Such costs
are immaterial to the financial statements and accordingly are not
reflected herein. The officers and directors are involved in other
business activities and most likely will become involved in other
business activities in the future.
NOTE 6 - INCOME TAXES
Income taxes are computed using the asset and liability method. Under
the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the
financial reporting and tax bases of assets and liabilities and are
measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based
on available evidence, are not expected to be realized.
48
NYC MODA INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company
had no revenues as of July 31, 2011. The Company currently has limited
working capital, and has not completed its efforts to establish a
stabilized source of revenues sufficient to cover operating costs over
an extended period of time.
Management anticipates that the Company will be dependent, for the near
future, on additional investment capital to fund operating expenses.
The Company intends to position itself so that it may be able to raise
additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in
this or any of its endeavors or become financially viable and continue
as a going concern.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its
operations subsequent to July 31 to August 23, 2011, the date these
financial statements were issued, and has determined that it does not
have any material subsequent events to disclose in these financial
statements.
49
[Back Page of Prospectus]
_______________
PROSPECTUS
4,000,000 COMMON SHARES
NYC MODA INC.
_______________
Dealer Prospectus Delivery Obligation
Until ________________, 2011, all dealers that effect transactions in
these securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
50
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are
as follows:
SEC Registration Fee $ 9.29
Printing Expenses 90.71
Accounting Fees and Expenses 600.00
Auditor Fees and Expenses 3,500.00
Legal Fees and Expenses 3,500.00
Transfer Agent Fees 1,300.00
---------
TOTAL $9,000.00
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
NYC Moda's bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or
her office. The board of directors will make determination regarding
the indemnification of the director, officer or employee as is proper
under the circumstances if he has met the applicable standard of
conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act
of 1933, as amended, for a director, officer and/or person controlling
NYC Moda, we have been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of
securities without registration since inception.
On April 4, 2011, NYC Moda issued 9,000,000 common shares to our sole
officer and director, Ilona Svinta, for a purchase price of $0.001 per
share, for aggregate offering proceeds of $9,000. NYC Moda made the
offer and sale in reliance on the exemption from registration afforded
by Section 4(2) to the Securities Act of 1933, as amended on the basis
that the securities were offered and sold in a non-public offering to a
sophisticated investor who had access to registration-type information
about NYC Moda. No commission was paid in connection with the sale of
any securities and no general solicitations were made to any person.
51
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description of Exhibit
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion re: Legality and Consent of Counsel
10.1 Agreement dated May 30, 2011, by and between the NJDist.Biz.
and NYC MODA INC
23.1 Consent of Legal Counsel (contained in exhibit 5.1)
23.2 Consent of Ronald R. Chadwick, P.C.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) The undersigned registrant hereby undertakes:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment of the Registration Statement) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
iii. Include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
52
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) For the purpose of determining liability under the Securities
Act of 1933 to any purchaser, if the registrant is subject to
Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to the purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 14 above or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
53
iii. The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-1 and authorized this
registration statement to be signed on its behalf by the undersigned,
in Villa Park, Illinois on September 8, 2011.
NYC MODA INC.
By: /s/ Ilona Svinta
-----------------------
Name: Ilona Svinta
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/Ilona Svinta
-------------------
Ilona Svinta
Principal Executive Officer, Controller
Principal Financial Officer, Director
Dated: September 30, 2011

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